(Translation)
No. SENAJ 014/ 2022
August 9, 2022
Subject : Notification of the Connected Transaction regarding the receipt of financial assistance No.1 (Edited)
To :President, The Stock Exchange of Thailand
Sena J Property Public Company Limited ("the Company") would like to notify the resolutions of the Board of Directors Meeting No. 5/2022 held on May 10, 2022, it was resolved to approve the Company to receive financial assistance from Sena Development Public Company Limited ("SENA") which is a connected person and is a major shareholder of the Company in the amount of 650 million baht to repay the debentures which is divided into 2 payments on 18 May 2022 and 8 June 2022 with details of the transaction as follows:
1. | Date of transaction | 1st time on May 18, 2022 | |
2nd time on June 8, 2022 | |||
2. | Parties involved | ||
• | Borrower | The Company | |
• | Lender | SENA Development Public Company Limited | |
• | Relationship | SENA is a major shareholder of SENAJ, holding a major share of | |
35.35% |
3. General Explanation regarding Nature of the Connected Transaction
• | Type of the Transaction | Connected Transaction Re: the receipt of Financial Assistance | |
• | Credit facility | 1st time on May 18, 2022, amounting to 450 million baht | |
2nd time on June 8, 2022, amount 200 million baht | |||
• | Interest Rate | 4.5% per annum | |
• | Schedule of principal repayment | Principal repayment is at the end of validity period and | |
and interest payment | interest is paid at the end of each month | ||
• | Lending Period | 1st time on May 18, 2022 - November 14, 2022 | |
(6 months) | |||
2nd time on June 8, 2022 - December 6, 2022 | |||
(6 months) | |||
• | Objectives | To repay the bonds maturity | |
1st time on May 23, 2022 | |||
2nd time on June 12, 2022 |
(Translation)
• | Securities as collateral | None |
• | Other borrowing terms | None |
- Conditions that may affect the rights of shareholders
None, there is no financial assistance this time. significant impact on the rights of the shareholders of the Company in any way because the Company Does not provide any collateral to the lender and has no restrictions on dividend payments.
4. The total value of the transaction and the criteria used to determine the total value of the transaction.
4.1) Total Value of Transaction 1st Time10,125,000 Baht The calculation details are as follows:
- maximum borrowing amount x maximum interest rate x maximum maturity
- 450,000,000 x 4.5% x 6/12
- 10,125,000 Baht
Size of Transaction | Size of the transaction equal to 0.28% of the net tangible assets |
(NTA) by calculating as at March 31, 2022. | |
= Value of Transaction / Net Tangible Assets | |
= 10,125,000 / 3,585,366,000 | |
= 0.28% |
4.2) Total Value of Transaction 2nd Time4,500,000 Baht The calculation details are as follows:
- maximum borrowing amount x maximum interest rate x maximum maturity
- 200,000,000 x 4.5% x 6/12
- 4,500,000 Baht
Size of Transaction
Size of the transaction equal to 0.13% of the net tangible assets (NTA) by calculating as at March 31, 2022.
= Value of Transaction / Net Tangible Assets | |
= 4,500,000/ 3,585,366,000 | |
= 0.13% | |
Note: NTA Company | = Total Assets - Liabilities - Intangible Assets - License Assets - Deferred income assets |
Entering into such transactions It is considered a connected transaction in the category of receiving financial assistance type 5 Connected Transaction (Financial Assistance Transaction) since it is a transaction with a major shareholder of the Company who holds more than 10 percent of the total voting shares of the Company. According to the Notification of the Capital Market Supervisory Board No. TorJor. Disclosure of Information and Acts of Listed Companies Concerning the Connected Transactions B.E. 2546 dated 19 November 2003 (and as amended)
(Translation)
Therefore, when considering the size of such transactions under the Notification on Connected Transactions, the above 2 transactions have the size of more than 0.03% but not more than 3% of the net tangible assets of the Company. According to the Company's consolidated financial statements as of March 31, 2022, which is considered a medium-sized transaction and the Company has not made any connected transaction in the category of receiving financial assistance during 6 months prior to entering into such transaction. As a result, the transaction size is equal to 0.4 1 %, which is still considered a medium-sized transaction. Therefore, the Company has to seek approval from the Board of Directors' meeting. and disclose information about entering into such transaction to the Stock Exchange of Thailand.
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Directors with interests and/or directors who are connected persons
Ms. Kessara Thanyalakpark and Mr. Pathomporn Tiranasawasdi, who are the directors who have interests did not vote on this agenda - Opinions of the company's board of directors
The Board of Directors has considered that Entering into such a transaction It is reasonable and beneficial to the Company because The Company needs to use the money to repay the bonds that mature and the interest rate is the lower interest rate than the original debentures. Therefore, it is appropriate to receive financial assistance. -
Opinions of the Audit Committee and/or the Company's Directors which is different from the opinion of the Executive Committee under Clause 6
None
Please be informed accordingly.
Sincerely yours,
- Miss Athika Boonrodchoo -
Chief Financial Officer
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SENA J Property pcl published this content on 10 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2022 13:20:14 UTC.